Exhibit 10.1


 


Execution Copy


 




 


 





RECEIVABLES PURCHASE AGREEMENT


 


Dated as of July 1, 2008


 


AMONG


 


TRIBUNE COMPANY,


as Parent and as Servicer


 


SUBSIDIARIES OF PARENT PARTY HERETO


as Sub-Originators


 


AND


 


TRIBUNE RECEIVABLES, LLC


as Buyer




 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  AMOUNTS AND TERMS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Purchase of Receivables

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.02.

  	
  Payment for the Purchase

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 1.03.

  	
  Deemed Collections

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 1.04.

  	
  Payments and Computations, Etc.

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 1.05.

  	
  Records

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 1.06.

  	
  Rights of Buyer Under UCC

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 1.07.

  	
  No Repurchases

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 1.08.

  	
  Certain Allocations

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 1.09.

  	
  Termination of Status as an Originator

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 1.10.

  	
  Addition of Sub-Originator

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CONDITIONS OF PURCHASE

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Conditions Precedent to Purchases

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 2.02.

  	
  Condition Precedent to Each Originator’s Obligations

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND WARRANTIES

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Representations and Warranties of Originators

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.02.

  	
  Representations and Warranties of Buyer

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  COVENANTS

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Compliance with Laws, Etc.

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.02.

  	
  Records and Procedures

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4.03.

  	
  Notice of Interests in Receivables

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.04.

  	
  Sales, Liens, Etc.

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.05.

  	
  Extension or Amendment of Receivables and Contracts

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.06.

  	
  Change in Payment Instructions to Obligors

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.07.

  	
  Deposits to Collection Accounts

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.08.

  	
  Further Assurances; Change in Name or Jurisdiction
  of Organization, Etc.

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 4.09.

  	
  Separateness

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  Change in Credit and Collection Policies

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
  Mergers, Etc.

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
  Taxes

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
  Change in Accountants or Accounting Policies

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.14.

  	
  Power of Attorney

  	
  18

  
					



 


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  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 4.15.

  	
  Instruments

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.16.

  	
  Treatment as Sales or Contribution

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.17.

  	
  Organic Documents

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.18.

  	
  Licenses, Etc.

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.19.

  	
  Title

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.20.

  	
  Performance and Compliance with Contracts and Credit
  and Collection Policies

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.21.

  	
  Account Control Agreements

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.22.

  	
  Collection Capability

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.23.

  	
  Servicing Changes

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.24.

  	
  Amendments

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.25.

  	
  Inspections; Agreed Upon Procedures

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 4.26.

  	
  Reporting Requirements

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ADMINISTRATION AND COLLECTION

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Designation of Servicer

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 5.02.

  	
  Certain Rights of the Buyer

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 5.03.

  	
  Rights and Remedies

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  INDEMNIFICATION

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Indemnities by Originators

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  ORIGINATOR TERMINATION EVENTS;
  EFFECT OF TERMINATION DATE

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Originator Termination Events

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 7.02.

  	
  Effect of Termination Date

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Waivers and Amendments

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 8.02.

  	
  Notices

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 8.03.

  	
  Costs, Expenses and Taxes

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 8.04.

  	
  Confidentiality

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 8.05.

  	
  No Proceedings

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 8.06.

  	
  Third Party Beneficiary

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 8.07.

  	
  Restriction on Payments; Setoff

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 8.08.

  	
  Execution in Counterparts

  	
  33

  
						



 


ii

















 


	
   

  	
   

  	
  Page

  
	
  SECTION 8.09.

  	
  CHOICE OF LAW

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.10.

  	
  CONSENT TO JURISDICTION

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.11.

  	
  WAIVER OF JURY TRIAL

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.12.

  	
  USA PATRIOT Act

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.13.

  	
  Binding Effect; Assignability

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.14.

  	
  Integration; Survival of Termination; Severability

  	
  35

  
	
   

  	
   

  	
   

  
	
  Exhibit I

  	
  Definitions

  	
   

  
	
  Exhibit II

  	
  Places of Business; Jurisdiction of Organization;

  	
   

  
	
   

  	
  Organizational Numbers; Other Names

  	
   

  
	
  Exhibit III

  	
  Names of Collection Banks; Collection Accounts

  	
   

  
	
  Exhibit IV

  	
  Account Control Agreement Form

  	
   

  
	
  Exhibit V

  	
  Form of Intercompany Note

  	
   

  
	
  Exhibit VI

  	
  Form of Joinder Agreement

  	
   

  
				



 


iii

















 


THIS RECEIVABLES PURCHASE
AGREEMENT, dated as of July 1, 2008, is by and among Tribune Company, a
Delaware corporation, as the parent (the “Parent”)
and as the Servicer (the “Servicer”), certain subsidiaries of the Parent
parties hereto (each such subsidiary, or any other subsidiary that hereafter
becomes party hereto under Section 1.10 hereof, a “Sub-Originator” and all such subsidiaries
collectively, the “Sub-Originators”)
and Tribune Receivables LLC, a Delaware limited liability company (the “Buyer”). 
The Parent and the Sub-Originators are hereinafter referred to as,
individually, an “Originator” and collectively, the “Originators”.  Unless otherwise defined herein, capitalized
terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.


 


PRELIMINARY STATEMENTS


 


Each Originator now owns, and
from time to time hereafter will own, Receivables.  Each Sub-Originator wishes to sell and assign
to the Parent, and the Parent wishes to purchase from such Sub-Originator, all
of such Sub-Originator’s right, title and interest in and to such Receivables,
together with the Related Security and Collections with respect thereto.  The Parent wishes to sell and assign to the
Buyer, and the Buyer wishes to purchase from the Parent, all of the Parent’s
right, title and interest in and to its Receivables (including the Receivables
acquired by the Parent from the Sub-Originators), together with the Related
Security and Collections with respect thereto.


 


The Originators and the Buyer
intend the transactions contemplated hereby to be (a) true sales of the Receivables
from each Sub-Originator to the Parent, providing the Parent with the full
benefits of ownership of the Receivables, and none of the Sub-Originators and
the Parent intends these transactions to be, or for any purpose to be
characterized as, loans from the Parent to any Sub-Originator; and (b) true
sales of the Receivables from the Parent to the Buyer, providing the Buyer with
the full benefits of ownership of the Receivables, and neither the Parent nor
the Buyer intends these transactions to be, or for any purpose to be
characterized as, loans from the Buyer to the Parent.


 


To fund its acquisitions under
this Agreement, the Buyer may from time to time request Loans from the Lenders
on the terms and conditions established in the Receivables Loan Agreement.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which is acknowledged, the
parties hereto agree as follows:


 


ARTICLE I


AMOUNTS
AND TERMS


 


SECTION 1.01.  Purchase of Receivables.


 


(a)           Effective on the date hereof, in consideration for the Purchase Price
with respect to each Sub-Originator and upon the terms and subject to the
conditions set forth herein, such Sub-Originator does hereby sell, assign,
transfer, set-over and otherwise convey to the Parent, and the Parent does
hereby purchase from such Sub-Originator, all of such Sub-Originator’s right,
title and interest in and to all Receivables existing as of the close of
business on the Business Day immediately prior to the date hereof and all
Receivables thereafter arising 


 


1

















 


through and including the
Termination Date for such Originator, together, in each case, with all Related
Security relating thereto and all Collections and other proceeds thereof (the “Receivables
Property”).  In accordance with the
preceding sentence, on the date hereof the Parent shall acquire all of each
Sub-Originator’s right, title and interest in and to all Receivables existing
as of the close of business on the Business Day immediately prior to the date
hereof and thereafter arising through and including the Termination Date for
such Originator, together with all the related Receivables Property.  In addition, each Sub-Originator hereby
transfers to the Parent its interest in, and control of, if any, the Lock-Boxes
and Collection Accounts.


 


(b)           Effective on the date hereof, in consideration for the Purchase Price
with respect to the Parent and upon the terms and subject to the conditions set
forth herein, the Parent does hereby sell, assign, transfer, set-over and
otherwise convey to the Buyer, and the Buyer does hereby purchase from the
Parent, all of the Parent’s right, title and interest in and to all Receivables
existing as of the close of business on the Business Day immediately prior to
the date hereof and all Receivables thereafter arising through and including
the Termination Date for Parent, including, in each case, Receivables acquired
by the Parent from each Sub-Originator and together with all the related
Receivables Property.  In accordance with
the preceding sentence, on the date hereof the Buyer shall acquire all of the
Parent’s right, title and interest in and to all Receivables existing as of the
close of business on the Business Day immediately prior to the date hereof and
thereafter arising through and including the Termination Date for Parent,
together with all the Receivables Property with respect to all of the
foregoing.  In addition, the Parent
hereby transfers to the Buyer its interest in, and control of, if any, the Lock-Boxes
and Collection Accounts.


 


(c)           It is the intention of the parties hereto that each Purchase of
Receivables made hereunder shall constitute a “sale of accounts” or “sale of
payment intangibles” (as such terms are used in Article 9 of the UCC) and
therefor this Agreement is intended to create a “security interest” (and shall
constitute a “security agreement”) within the meaning of Article 9 of the
UCC.  Such sale is absolute and
irrevocable and provides the related Transferee with the full benefits of ownership
of the Receivables.  The sale of
Receivables hereunder is made without recourse to the selling Originator; provided, however,
that (i) each Originator shall be liable for all representations,
warranties, covenants and indemnities made by such Originator pursuant to the
terms of the Transaction Documents to which such Originator is a party, and (ii) such
sale does not constitute and is not intended to result in an assumption by the
related Transferee or any assignee thereof of any obligation of any Originator
or any other Person arising in connection with the Receivables, the related
Contracts and/or other Related Security or any other obligations of such
Originator.  In view of the intention of
the parties hereto that each Purchase of Receivables made hereunder shall
constitute a sale of such Receivables rather than loans secured thereby, each
Originator agrees that it will, on or prior to the date hereof and in
accordance with Section 1.05 (Records), mark
its master data processing records relating to the Receivables with a legend
reasonably acceptable to the Buyer and the Administrative Agent, evidencing
that the Buyer has purchased such Receivables, directly or indirectly through
the Parent, as provided in this Agreement and to note in its financial
statements that its Receivables have been sold to the Buyer.  Upon the request of the Parent, the Buyer or
Administrative Agent, each Originator will execute (if necessary) and file, and
hereby authorizes the Parent, Buyer or the Administrative Agent to file, such
financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as may be necessary or 


 


2

















 


appropriate to perfect and
maintain the perfection of the ownership interest of Parent and Buyer and the
security interest of Buyer’s assignee in the Receivables and the Receivables
Property with respect thereto, or as the Buyer or its assignee may reasonably
request.


 


(d)           Promptly upon the Buyer’s receipt of a request from the Parent to do so,
the Buyer shall give a written notice of the type described in the Receivables
Loan Agreement and shall cause the Termination Date to occur with respect to an
Originator at such time as the Parent shall specify in accordance with the
Receivables Loan Agreement.


 


SECTION 1.02.  Payment for the Purchase.


 


(a)           The Purchase Price for the Purchase of an Originator’s Receivables in
existence on the close of business on the Business Day immediately preceding
the date hereof (the “Initial Cutoff Date”)
shall be payable in full by the applicable Transferee to such Originator on the
date hereof, and shall be paid to such Originator in the following manner:


 


(i)            by
delivery of immediately available funds, provided that in the case of
payments by the Buyer to the Parent, such delivery shall be only to the extent
of funds made available to the Buyer in connection with the Loans requested by
the Buyer from the Lenders under the Receivables Loan Agreement, and


 


(ii)           solely
in the case of Purchase Price payments owing from the Buyer to the Parent by
delivery of the proceeds of a revolving loan from the Parent to the Buyer (a “Purchase Price Loan”) in an amount not to
exceed the lesser of (A) the remaining unpaid portion of such Purchase
Price, and (B) the maximum Purchase Price Loan that could be borrowed
without rendering Buyer’s Net Worth less than the Required Capital Amount; and


 


(iii)          solely
in the case of Purchase Price payments owing from the Buyer to Parent and to
the extent of the remaining Purchase Price payments on or prior to the
Termination Date, by the Parent’s making a capital contribution to Buyer.


 


The Purchase Price for each Receivable coming
into existence after the Initial Cutoff Date shall be due and owing in full by
a Transferee to its related selling Originator or its designee on the date each
such Receivable came into existence (except that the Buyer may, with respect to
any such Purchase Price, offset against such Purchase Price any amounts owed by
the Parent to such Transferee hereunder and which have become due but remain
unpaid) and shall be paid to Parent in the manner provided in the following
paragraphs (b), (c) and (d).


 


(b)           With respect to any Receivables coming into existence after the date
hereof and prior to the Termination Date for an Originator, on each Monthly
Settlement Date, a Transferee shall pay the applicable Originator the Purchase
Price therefor in accordance with Section 1.02 and in the following
manner:


 


(i)            by delivery of
immediately available funds, provided that in the case of payments by
the Buyer to the Parent, such delivery shall be only to the extent of funds
available to the Buyer from the Receivables Loan Agreement or other cash on
hand;


 


3

















 


(ii)           solely in the case of
Purchase Price payments owing from the Buyer to the Parent, by delivery of the
proceeds of a Purchase Price Loan, provided
that the making of any such Purchase Price Loan shall be subject to the
limitations set forth in Section 1.02(a)(ii);
and


 


(iii)          solely in the case of
Purchase Price payments owing from the Buyer to Parent and to the extent of the
remaining Purchase Price payments, by the Parent’s making a capital
contribution to Buyer (it being understood that the Parent has the right to
declare the Facility Termination Date pursuant to clause (e) of the
definition of such term if it decides in its sole discretion not to make
further capital contributions hereunder).


 


Subject to the limitations set forth in Section 1.02(a), the Parent irrevocably
agrees to advance each Purchase Price Loan requested by the Buyer on or prior
to the Termination Date.  The Purchase
Price Loans shall be evidenced by, and shall be payable in accordance with the
terms and provisions of the Intercompany Note and shall be payable solely from
funds which the Buyer is not required under the Receivables Loan Agreement to
set aside for the benefit of, or otherwise pay over to, the Lenders or the
other Secured Parties.  The Parent is
hereby authorized by the Buyer to endorse on the schedule attached to the
Intercompany Note an appropriate notation evidencing the date and amount of
each advance thereunder, as well as the date of each payment with respect
thereto, provided that the failure to make such notation shall not
affect any obligation of the Buyer thereunder.


 


(c)           From and after its Termination Date, no
Originator shall be obligated to (but may, at its option) sell Receivables to
its related Transferee.


 


(d)           Although the Purchase Price for each Receivable coming into existence
after the date hereof shall be due and payable in full by each Transferee to
the related Originator on the date such Receivable came into existence,
settlement of the Purchase Price between Buyer and Parent shall be effected on
a monthly basis on each Monthly Settlement Date with respect to all Receivables
coming into existence during the same Calculation Period and based on the
information contained in the Monthly Report delivered by the Servicer pursuant
to Clause 2.3(a) (Monthly Reports) of the Servicing Agreement for the
Calculation Period then most recently ended. 
Although settlement shall be effected on Monthly Settlement Dates,
increases or decreases in the amount owing under the Intercompany Note made
pursuant to Section 1.02(b) shall
be deemed to have occurred and shall be effective as of the last Business Day
of the Calculation Period to which such settlement relates.


 


SECTION 1.03.  Deemed Collections.


 


(a)           If on any day a Receivable or any part thereof becomes a Diluted
Receivable, each applicable Originator shall be deemed to have received on such
day a Collection of such Receivable in the amount of such Diluted Receivable or
part thereof or if less, the part thereof that causes such Receivable to become
a Diluted Receivable.


 


(b)           If on any day it is determined that (i) any of the representations
or warranties in Section 3.01 (a) through (o) or (q) through
(v) (Representations and Warranties of 


 


4

















 


Originators)
was untrue insofar as it relates to a particular Acquired Receivable or
Acquired Receivables or the nature of the Buyer’s (or Administrative Agent’s)
interest in such Acquired Receivable or Acquired Receivables, in each case, at
the time of purchase or contribution of such Acquired Receivable or Acquired
Receivables hereunder, (ii) the representation in Section 3.01 (p) (Eligible Receivables) was untrue insofar as it relates to a
particular Acquired Receivable or Acquired Receivables or the nature of the
Buyer’s (or Administrative Agent’s) interest in such Acquired Receivable or
Acquired Receivables, in each case, at the time such representation or warranty
was made with respect to such Acquired Receivable or Acquired Receivables or (iii) an
Originator has breached any covenant contained in Section 4.19 (Title) insofar as it relates to a particular Acquired
Receivable or Acquired Receivables, the applicable Originator shall be deemed
to have received on such day a Collection of such Acquired Receivable or
Acquired Receivables in an amount equal to the Unpaid Balance thereof.  If on any day it is determined that any of
the representations or warranties in Clause 3.1 of the Servicing Agreement (Representations and Warranties of the Servicer) was untrue
insofar as it relates to a particular Pool Receivable or Pool Receivables at
the time such representation or warranty was made with respect to such Pool
Receivable or Pool Receivables, the Servicer shall, unless such breach has been
otherwise waived, be deemed to have received on such day a Collection of such
Pool Receivable or Pool Receivables in an amount equal to the Unpaid Balance
thereof.


 


(c)           Subject to Section 1.03(d), and without duplication, not
later than the first Business Day after any Originator is deemed pursuant to
this Section to have received any Deemed Collection, such Originator shall
deposit to a Collection Account, in same day funds, the amount of such Deemed
Collection.  Not later than the first
Business Day after any Originator deposits to a Collection Account the amount
of any Deemed Collection, pursuant to this Section 1.03, the Servicer
shall transfer the amount of such Deemed Collection from the applicable
Collection Account to the Borrower Concentration Account, in same day
funds.  Any such amount shall be applied
as a Collection in accordance with Sections 2.6 (Application
of Collections Prior to Facility Termination Date) or 2.7 (Application of Collections after Facility Termination Date)
of the Receivables Loan Agreement, as applicable.


 


(d)           Notwithstanding the foregoing, so long as (i) the Borrower does not
need cash to satisfy obligations then due, (ii) no Trigger Event or an
Originator Termination Event (regardless of whether such Originator Termination
Event applies to a specific Originator or all of the Originators) has occurred
and (iii) the Termination Date has not occurred, the Originators may make
payments for such Deemed Collections by netting them against the Purchase Price
payable to Parent from Buyer in accordance with Section 1.02 (Payment for the Purchase).


 


SECTION 1.04.  Payments and Computations, Etc.  (a) Subject to Section 1.02(d), all
amounts to be paid or deposited by a Transferee hereunder shall be paid or
deposited in accordance with the terms hereof on the day when due in immediately
available funds to the account of the applicable Originator designated from
time to time by such Originator or as otherwise directed by such
Originator.  In the event that any
payment owed by any Person hereunder becomes due on a day that is not a
Business Day, then such payment shall be made on the next succeeding Business
Day.  If any Person fails to pay any
amount hereunder when due, such Person agrees to pay, on demand, interest
(calculated at a rate per annum equal to the Default Rate) in respect thereof
until paid in full; provided, however, that such interest shall not at any
time exceed the maximum rate permitted by applicable law.  All computations of interest 


 


5

















 


payable hereunder shall be
made on the basis of a year of 360 days for the actual number of days
(including the first but excluding the last day) elapsed and interest shall
accrue from day to day.


 


(b)           Notwithstanding
anything herein to the contrary, any payments or deposits to be made by the
Buyer under this Agreement shall be made solely from funds available to the
Buyer that are not otherwise required to be applied or set-aside for the
payment of any obligations of the Buyer under the Receivables Loan Agreement or
any other Transaction Document and shall be non-recourse other than with
respect to such available funds and, without limiting Section 8.05
(No proceedings), if ever and until such
time as the Buyer has sufficient funds to make such payment shall not
constitute a claim against the Buyer.


 


SECTION 1.05.  Records.


 


(a)           In connection with the Purchases and contributions of Receivables and
Receivables Property hereunder, each Sub-Originator hereby sells, assigns and
otherwise transfers and conveys to Parent, and Parent hereby sells, assigns and
otherwise transfers and conveys to the Buyer all of such Originator’s right and
title to and interest in all documents, purchase orders, invoices, agreements,
books, records and other information relating to the Receivables and Receivables
Property with respect thereto, the applicable Contracts and the related
Obligors whether now existing or hereafter arising (collectively, the “Records”),
without the need for any further documentation in connection therewith.  To the extent any Originator is prohibited by
applicable Law from selling, assigning or otherwise transferring or conveying
any Records, such Originator shall, upon the request of the Buyer or the
Administrative Agent at any time an Originator Termination Event has occurred
and is continuing, provide a copy of such Records to the Buyer or the
Administrative Agent, as applicable.


 


(b)           Each Originator shall, upon request of Parent, the Buyer or the
Administrative Agent following a Trigger Event or Originator Termination Event,
transfer to the Administrative Agent (or its designee), or license, or cause to
be licensed, to the Administrative Agent (or its designee) an irrevocable,
non-exclusive license to use, without royalty or payment of any kind, all
computer tapes, software and programs, data processing software and storage
media used by such Originator to account for the Receivables, to the extent
necessary or desirable to permit Parent, the Buyer and the Administrative Agent
to exercise their respective ownership and other interests acquired under or
pursuant to this Agreement, and to administer or service the Receivables,
whether such computer tapes, software and programs, data processing software
and storage media are owned by such Originator or are owned by others and used
by such Originator under license agreements with respect thereto.  Any such license granted hereby shall be
irrevocable.  To the extent any such
transfer or license would require the payment of any license fee or other
amount, such Originator agrees to pay such fee or other amount out of its own
funds promptly upon demand by the Administrative Agent.


 


(c)           Each Originator shall cooperate with and assist the Servicer in the
performance of its responsibilities as Servicer under the Servicing Agreement
and under the other Transaction Documents, including providing access to and
transferring to the Servicer all Records related to the Collateral and allowing
the Servicer to use all licenses, hardware or software necessary or desirable
to collect, service, obtain or store information regarding the Receivables.


 


6

















 


(d)           Prior to the occurrence of the Originator Payout Date with respect to an
Originator, if such Originator ceases to be a Sub-Servicer (or, if applicable,
Servicer), such Originator hereby agrees to download, prepare and distribute,
promptly and effectively, all data relating to the Receivables in usable form
as reasonably requested by the Buyer, Parent, Administrative Agent and/or the
Servicer from time to time.


 


(e)           Each Originator shall take such action reasonably requested from time to
time by the Parent, the Buyer and/or any of the Buyer’s assigns that may be
necessary to ensure that the Parent, the Buyer and the Buyer’s assigns have an
enforceable ownership interest in the Records relating to the Receivables and
Receivables Property purchased or otherwise acquired from such Originator
hereunder.


 


(f)            Upon the reasonable request of the
Administrative Agent, each Originator shall cooperate, assist and otherwise take
all necessary actions as may be required to ensure that all relevant personal
data is transferred to the Administrative Agent in accordance with applicable
Law, including entering into further deeds or documents which may be required
to comply with any such legislation or regulations relating to data protection.


 


SECTION 1.06.  Rights of Buyer Under UCC.  After any Originator Termination Event, the
Buyer and the Administrative Agent shall have, in addition to the rights and
remedies which they may have under this Agreement, all other rights and
remedies against the applicable Originators provided to a purchaser of accounts
and payment intangibles under the UCC and other applicable Law, which rights
and remedies shall be cumulative.


 


SECTION 1.07.  No Repurchases.  Except to the extent expressly set forth
herein, no Originator shall have any right or obligation under this Agreement,
by implication or otherwise, to repurchase from the Parent or the Buyer any
Acquired Receivables or any Receivables Property with respect thereto or to
rescind or otherwise retroactively affect any Purchase or contribution of any
Acquired Receivable or any Receivables Property with respect thereto after it
is sold or contributed to the Parent or the Buyer hereunder.


 


SECTION 1.08.  Certain Allocations.  Each of the parties hereto agrees that with
respect to a payment by an Obligor, (i) if application of such payment to
a specific Receivable is required by contract or applicable Law or clearly
indicated by facts or circumstances or if such Obligor designates that a
payment be applied to a specific Receivable, such payment shall be applied to
such Receivable, and (ii) otherwise, all Collections from an Obligor shall
be applied to the oldest Receivables (whether or not such Receivables are
Acquired Receivables) of such Obligor.


 


SECTION 1.09.  Termination of Status as an Originator.  Any Sub-Originator may, upon ten (10) Business
Days prior written notice to the Parent, the Buyer and the Administrative
Agent, irrevocably terminate its right and obligation to sell Receivables to
Parent pursuant to this Agreement if the Buyer consents to such termination and
the conditions to such consent set forth in Clause 11.14 (Limitations on the Addition and Termination of Originators)
of the Receivables Loan Agreement are satisfied, in which case the Termination
Date shall occur as of the end of the Calculation Period in which such notice
period expires with respect to such Sub-Originator on the date specified by
such Originator; provided, however, that, for the 


 


7

















 


avoidance of doubt, (i) Section 7.02
(Effect of Termination Date) shall apply;
and (ii) Parent may not terminate its right and obligation to sell or
contribute Receivables hereunder unless the Termination Date shall have
occurred with respect to all Sub-Originators.


 


SECTION 1.10.  Addition of Sub-Originator.  Subject to the terms and conditions hereof
and of Clause 11.14 (Limitations on the
Addition and Termination of Originators) of the Receivables Loan
Agreement, from time to time one or more direct or indirect Qualifying
Subsidiaries of Parent may become additional Sub-Originators parties
hereto.  If any such Subsidiary wishes to
become an Additional Originator, the Parent shall give 15 Business Days’ prior
written notice to the Administrative Agent. 
Such wholly-owned Subsidiary shall become an Additional Originator party
hereto upon the later of (i) satisfaction of the terms and conditions set
forth in such Clause 11.14, and (ii) the effective date of the Joinder
Agreement pertaining to such Additional Originator (the “Originator Addition
Date.”)


 


ARTICLE II


CONDITIONS
OF PURCHASE


 


SECTION 2.01.  Conditions Precedent to Purchases.  The Parent’s and the Buyer’s respective
obligations to pay the Purchase Price for the initial Purchase of Receivables
from the Originators hereunder is subject to the conditions precedent that the
Buyer shall have received on or before the date of such Purchase all of the
instruments, documents, agreements, certificates and opinions specified in Schedule
4 (Condition Precedent Documents) to the
Receivables Loan Agreement, each (unless otherwise indicated in Schedule 4
(Condition Precedent Documents) of the
Receivables Loan Agreement) dated such date, in form and substance satisfactory
to the Buyer and the Administrative Agent.


 


SECTION 2.02.  Condition Precedent to Each Originator’s
Obligations.  The obligation of each
Originator to sell or contribute Receivables and Receivables Property generated
by it and existing on any date (including on the Closing Date) to the Parent
and the Buyer shall be subject to the condition precedent that on such date no
voluntary or involuntary bankruptcy, insolvency, reorganization or other
similar case or proceeding is pending against such Originator, the Parent or
the Buyer under any applicable Insolvency Law.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES


 


SECTION 3.01.  Representations and Warranties of
Originators.  Each Sub-Originator
hereby represents and warrants with respect to itself as Originator, and the
Parent hereby represents and warrants with respect to itself as Originator and
with respect to each Sub-Originator, on the Effective Date applicable thereto,
the date of each Purchase or contribution hereunder and (except with respect to
subclauses (e) and (i)) on each Reporting Date, for the benefit of Buyer
and the Administrative Agent that:


 


(a)           Corporate
Existence and Power.  It (i) is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, (ii) is duly qualified to do business, and is in good
standing, in every jurisdiction where the nature of its business requires it to
be so qualified, and (iii) has all corporate or other organizational
power, authority and all 


 


8

















 


licenses, authorizations,
consents, approvals and qualifications of and from all Official Bodies and
other third parties required to perform its obligations under the Transaction
Documents to which it is a party and to carry on its business in each
jurisdiction in which its business is conducted, in each case unless the
failure to have the same would not be reasonably expected to have a Material
Adverse Effect.


 


(b)           Power and
Authority; Due Authorization Execution and Delivery; No Conflict.  The
execution, delivery and performance by it of this Agreement and any other
Transaction Document to which it is a party, including such Originator’s sale
of Receivables and Receivables Property related thereto hereunder and such
Originator’s use of the proceeds of Purchases (i) are within its
organizational powers, (ii) have been duly authorized by all necessary
organizational action, (iii) are in its interest and it will receive the
organizational benefit as a result of the transactions contemplated by this
Agreement and the other Transaction Documents and the value of the
consideration obtained by it under the Transaction Documents is not less than
the value of the consideration which it provides under the Transaction Documents,
(iv) do not contravene or constitute a default under (A) such
Originator’s Organic Documents, (B) any applicable Law, (C) any
contractual restriction binding on or affecting it or its property or (D) any
order, writ, judgment, award, injunction or decree binding on or affecting it
or its property in each case unless such failure would not reasonably be
expected to have a Material Adverse Effect  and (v) do
not result in or require the creation or imposition of any Adverse Claim upon
or with respect to any Acquired Receivable, Receivables Property related
thereto or any Collection Account in each case unless such Adverse Claim would
not be reasonably expected to have a Material Adverse Effect.  This Agreement and each other Transaction
Document to which it is a party has been duly executed and delivered by it.


 


(c)           Governmental
Authorization.  No authorization or approval or other action
by, and no notice to or filing or registration with, any Official Body or
official thereof or any third party is required for the due execution, delivery
and performance by it of this Agreement or any other Transaction Document to
which it is a party or any other document to be delivered by it hereunder or
thereunder, except for the filing or registration of UCC financing statements
and other actions taken or referred to in Schedule 4 (Conditions Precedent Documents) to the Receivables Loan
Agreement, all of which have been (or on or before the applicable Effective
Date will have been) duly made or taken, as the case may be, and are in full
force and effect. No transaction contemplated hereby or by any Transaction
Document requires compliance with any bulk sales act or similar law to which it
is subject.


 


(d)           Binding
Effect.  This Agreement and each of the other
Transaction Documents to which it is a party constitutes its legal, valid and
binding obligation enforceable against such Originator in accordance with its
terms, subject to any limitation on the enforceability thereof against it
arising from the application of any applicable Insolvency Law or by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).


 


(e)           Actions, Suits.  Except
as disclosed in reports filed with the Securities and Exchange Commission prior
to the Closing Date, there are no actions, suits, investigations, litigation or
proceedings at law or in equity or by or before any Official Body now pending
or, to the actual knowledge of a Responsible Officer, threatened against or
affecting it or its 


 


9

















 


Subsidiaries or any of its or
their business, revenues or other property (i) which question the validity
of this Agreement or any other Transaction Document or any of the transactions
contemplated hereby or thereby (excluding any litigation or proceeding against
any Obligor) or (ii) which individually or in the aggregate could be
reasonably expected to have a Material Adverse Effect.  It has complied in all respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, in each case unless the failure
to comply with the same would not reasonably be expected to have a Material
Adverse Effect.  It is not in any respect
in default or violation of any order, judgment or decree of any Official Body,
in each case unless the failure to comply with the same would not reasonably be
expected to have a Material Adverse Effect.


 


(f)            Use of Proceeds.  No
proceeds of any Purchase will be used (i) for a purpose that violates, or
would be inconsistent with, Regulation T, U or X promulgated by the Board of
Governors of the Federal Reserve System from time to time or (ii) to
acquire any security in any transaction which is subject to Section 13
or 14 of the Securities Exchange Act of 1934, as amended.


 


(g)           Good Title;
Perfection.  Immediately prior to each Purchase or
contribution of the Originator’s right, title and interest to, in and under any
Receivables from such Originator hereunder, such Originator was the owner of
such Receivables and all Receivables Property with respect thereto, free and
clear of any Adverse Claim (except as created pursuant to the Transaction
Documents).  Upon each purchase or
contribution of the Originator’s right, title and interest to, in and under any
Receivables, the applicable Transferee shall have acquired a valid and
perfected first priority ownership interest ranking ahead of any other
ownership interest, security interest and other interest of any creditor of
such Originator in of such Receivables and in the Receivables Property with
respect thereto and the proceeds of the foregoing, in each case free and clear
of any Adverse Claim (except as created pursuant to the Transaction
Documents).  No effective financing
statement or other instrument similar in effect is filed in any recording
office listing such Originator as debtor, covering any such Receivable, related
Receivables Property or Collection Account, or any interest therein or proceeds
thereof.


 


(h)           Accuracy of
Information.  (i) Each Portfolio Report and
Supplemental Report is complete and accurate in all material respects as of its
date, (ii) all other written information, data, exhibits, documents,
books, records and reports furnished by or on behalf of it to the Buyer or any
Secured Party in connection with this Agreement, any other Transaction Document
or any transaction contemplated hereby or thereby are true and accurate in all
material respects as of the date stated or certified and do not contain any
material misstatement of fact or omit to state a material fact necessary to
make the statements contained therein, in light of the circumstances under
which they were made, not misleading, and (iii) all annual and quarterly
financial statements which have been furnished by or on behalf of it (A) have
been prepared in accordance with GAAP consistently applied and (B) fairly
present in all material respects the financial condition of it as of the dates
set forth therein and the results of any of its operations and, if applicable,
its consolidated Subsidiaries for the periods ended on such dates, subject to
year end adjustments and the absence of footnotes in the case of unaudited
statements.


 


(i)            Tax Filings.  It has (i) timely filed or
caused to be filed all Tax returns required to be filed, except to the extent
failure to file would not reasonably be expected to have


 


10
















 


a
Material Adverse Effect, and (ii) paid or made adequate provision for the
payment of all Taxes, assessments and other governmental charges due and
payable by it, except any such Taxes, assessments or other governmental charges
that are being contested in good faith by appropriate proceedings and for which
it has set aside in its books adequate reserves in accordance with GAAP.  Except in the case of KPLR, Inc. and
Tribune Television New Orleans, Inc., it either (x) qualifies as an S
corporation or a qualified subchapter S subsidiary within the meaning of IRC Section 1361
and 1362 or (y) is a disregarded entity and not treated as an entity
separate from the Parent for U.S. federal tax purposes.


 


(j)            Jurisdiction of Organization, Places of Business and
Locations of Records.  (i) The
jurisdiction of organization, the principal place of business and chief
executive office, for the last five years, of such Originator are located as
described on Exhibit II (Places of Business;
Jurisdiction of Organization; Organizational Numbers; Other Names)
or such other locations of which the Buyer and the Administrative Agent have
been notified in accordance with Section 4.26 (Reporting
Requirements) in jurisdictions where all action required by Section 4.26
(Reporting Requirements) has been taken
and completed.  (ii) Such Originator’s
Federal Employer Identification Number and its organizational identification
number, if any, is correctly set forth on Exhibit II (Places of Business; Jurisdiction of Organization; Organizational
Numbers; Other Names).


 


(k)           Collections. 
(i) The names and addresses of all the Facility Account Banks,
together with the account numbers of the Facility Accounts maintained at such
Facility Account Banks and the post office box numbers and address of each
Lock-Box are as specified in Schedule 5 (Facility
Accounts and Account Banks) to the Receivables Loan Agreement (as
the same may be updated from time to time pursuant to Section 4.08
(Further Assurances; Change in Name or Jurisdiction
of Organization).  Each
Facility Account is subject to a valid and enforceable Account Control
Agreement and the Administrative Agent, on behalf of the Secured Parties, has a
valid and perfected security interest or pledge over each Borrower Account,
free and clear of Adverse Claims other than those created by the Transaction
Documents.  The applicable Originator has
the right to transfer ownership of such Facility Account hereunder.  Such Originator has not granted any Person,
other than the Buyer and the Administrative Agent as contemplated by the
Transaction Documents, ownership, dominion or control of any Lock-Box or
Facility Account or the right to take ownership, dominion or control of any
such Lock-Box or Facility Account at a future time or upon the occurrence of a
future event.  All Obligors have been
directed to make all payments to the Collection Accounts or the related lockbox
described in Schedule 5 to the Receivables Loan Agreement, subject to
Transition Exceptions.  Except as
provided in Section 4.07 (Deposits to Collection
Accounts), such Originator will use commercially reasonable efforts
to permit only Collections of Acquired Receivables to be deposited into the
Collection Accounts.  Each of the
Facility Account Banks is an Eligible Account Bank.


 


(l)            Names.  (i) During the preceding five years, such
Originator has not used any corporate name other than the name in which it has
executed this Agreement and the other names listed on Exhibit II  (Places of Business; Jurisdiction of Organization; Organizational Numbers;
Other Names); (ii) the exact legal name of each entity to which
such Originator is the successor by merger or other operation of law (each a “Predecessor
Entity”) during the preceding five years is listed on Exhibit II  (Places of Business; Jurisdiction of Organization; 


 


11

















 


Organizational
Numbers; Other Names); (iii) for
each Predecessor Entity, the principal place of business and chief executive
office for each for the last five years and the jurisdiction of organization of
each are listed on Exhibit II (Places of Business;
Jurisdiction of Organization; Organizational Numbers; Other Names); (iv) the
exact legal name of each entity from which such Originator acquired assets in
other than the ordinary course of business (each an “Asset Originator”)
during the preceding five years is listed on Exhibit II  (Places of Business; Jurisdiction of Organization; Organizational
Numbers; Other Names); and (v) for each Asset Originator, the
principal place of business and chief executive office for each of the last
five years and the jurisdiction of organization of each are listed on Exhibit
II (Places of Business; Jurisdiction of Organization;
Organizational Numbers; Other Names).


 


(m)          Ownership. 
The Parent owns, directly or indirectly, 100% of the equity interest of
each Sub-Originator, free and clear of any Adverse Claim.  Such equity interest is validly issued, fully
paid and nonassessable, and there are no options, warrants or other rights to
acquire any equity interest in any Sub-Originator.


 


(n)           Not an Investment Company.  It is not required to be registered as an “investment
company” as defined in the Investment Company Act of 1940.


 


(o)           Debts; Insolvency.  It is able to pay its debts and liabilities,
direct, subordinated, contingent or otherwise, as such debts and liabilities
become due.  It has sufficient capital
with which to conduct the businesses in which it is engaged.  It does not intend to, and does not believe
that it will, incur debts or liabilities beyond its ability to pay such debts
and liabilities as they become due, taking into account the timing and amounts
of cash to be received by it and the timing and amounts of cash to be payable
on or in respect of its Indebtedness.  It
is not insolvent and will not become insolvent as a result of any sale or
contribution or the performance of its obligations under the Transaction
Documents.  Each remittance of
Collections to the Buyer, a Facility Account, the Servicer or the
Administrative Agent will have been made in the ordinary course of its business
or financial affairs.


 


(p)           Eligible Receivables.  Each Acquired Receivable included as an
Eligible Receivable in any Portfolio Report was an Eligible Receivable as of
the date of such Portfolio Report.


 


(q)           ERISA.  It and its ERISA Affiliates are in compliance
with the provisions of the Senior Loan Agreement relating to ERISA and/or Plans
(including Section 4.01(t)), as such provisions are in effect on the
Closing Date, as modified by Approved Amendments.  No Adverse Claim exists in favor of the
Pension Benefit Guaranty Corporation on any of the Receivables and other
Receivables Property.


 


(r)            Pari Passu.  Its obligations under this Agreement and the
other Transaction Documents to which it is a party rank at least pari passu with all of its unsecured unsubordinated
Indebtedness.


 


(s)           Portfolio Reports.  It or the Servicer has the capability to
identify each Receivable sold hereunder or included in the Portfolio Reports.


 


12

















 


(t)            Separateness.  It has not taken any action that would cause
the Buyer to cease to be in compliance with Clause 5.1(i) (Separateness) of the Receivables Loan Agreement.


 


(u)           Payments to Originator.  The Purchase Price paid for each Receivable
and the related Receivables Property purchased hereunder constitutes fair
consideration, reasonably equivalent value and fair market value.  Each Purchase or contribution hereunder shall
not have been made for or on account of an antecedent debt owed by such
Originator to the applicable Transferee, and no such sale or contribution is or
may be voidable or subject to avoidance under any clause of any Insolvency
Law.  The sales and, if applicable,
contributions of Receivables by such Originator to the applicable Transferee
pursuant to this Agreement, and all other transactions between such Originator
and the applicable Transferee, have been and will be made in good faith and
without intent to hinder, delay or defraud creditors of such Originator or any
of its Affiliates.


 


(v)           No Adverse
Selection.  To the extent that Parent
has identified which of its Subsidiaries will be Originators and other
Subsidiaries originate receivables that would be Eligible Receivables but which
have not been transferred to Buyer hereunder, Parent has not selected those
Subsidiaries in any manner that materially adversely affects Buyer or the
Secured Parties.


 


SECTION 3.02.  Representations
and Warranties of Buyer.  The Buyer
represents and warrants as follows on each Effective Date, by reference to the
facts and circumstances existing on the Effective Date:


 


(a)           It (i) is a
limited liability company duly organized, validly existing and in good standing
under the laws of its jurisdiction of the state of Delaware, and (ii) is
duly qualified to do business in every jurisdiction where the nature of its
business requires it to be so qualified, and (iii) has all organizational
power and all licenses, authorizations, consents and approvals of all Official
Bodies required to carry on its business in each jurisdiction in which its
business is now conducted, in each case unless the failure to have the same
would not be reasonably expected to have a Material Adverse Effect.


 


(b)           The execution,
delivery and performance by the Buyer of this Agreement and each other
Transaction Document to which it is a party, including the Buyer’s purchase or
acceptance of a contribution of Receivables and the other Receivables Property
hereunder, (i) are within the Buyer’s organizational powers, (ii) have
been duly authorized by all necessary organizational action and (iii) do
not contravene or constitute a default under (A) the Buyer’s Organic
Documents, (B) any Law applicable to the Buyer, (C) any contractual
restriction binding on or affecting the Buyer or its property or (D) any
order, writ, judgment, award, injunction or decree binding on or affecting the
Buyer or its property and (iv) do not result in or require the creation or
imposition of any Adverse Claim upon or with respect to any Acquired
Receivable, Receivables Property or any Collection Account, in each case unless
such failure would not reasonably be expected to have a Material Adverse
Effect.  Each of the Transaction
Documents to which the Buyer is a party has been duly executed and delivered by
the Buyer.


 


(c)           No authorization or
approval or other action by, and no notice to or filing with, any Official Body
is required for the due execution, delivery and performance by the Buyer 


 


13

















 


of
this Agreement or any other Transaction Document to which it is a party or any
other document to be delivered by it thereunder, except for the filing of UCC
financing statements and other actions referred to in Schedule 4 (Conditions Precedent Documents) to the Receivables Loan
Agreement all of which have been (or on or before the applicable Effective Date
will have been) duly made and are in full force and effect.


 


(d)           This Agreement and
each other Transaction Document to which the Buyer is a party constitutes the
legal, valid and binding obligation of the Buyer enforceable against the Buyer
in accordance with its terms, subject to any limitation on the enforceability
thereof against it arising from the application of any applicable Insolvency
Law or by general principles of equity (regardless of whether enforcement is
sought in a proceeding at equity or at law. 
Each remittance of Collections by the Originator to the Buyer hereunder
will have been (i) in satisfaction of an obligation incurred by the
Originator in the ordinary course of business or financial affairs of the Buyer
and (ii) made in the ordinary course of business or financial affairs of
the Buyer.


 


ARTICLE IV

COVENANTS


 


Until the
applicable Originator Payout Date, (x) each Sub-Originator covenants and
agrees on its own behalf and with respect to itself as Originator as set out in
this Article IV, and (y) the Parent covenants and agrees with respect
to itself as Originator and each Sub-Originator:


 


SECTION 4.01.  Compliance
with Laws, Etc.  It will comply in
all material respects with all applicable Laws and preserve and maintain its
organizational existence, rights, franchises, qualifications and privileges,
except where the failure to do so would not be reasonably expected to have a
Material Adverse Effect.


 


SECTION 4.02.  Records and
Procedures.  It will keep its records
concerning the Receivables and Receivables Property at (a) the address of
such Originator applicable for the purposes of Schedule 2 (Address and Notice Information) to the Receivables Loan Agreement
on the applicable Effective Date or (ii) upon fifteen (15) days prior
written notice to the Parent, the Buyer and the Administrative Agent, at any
other locations in jurisdictions where all actions necessary or requested by
the Parent, the Buyer and the Administrative Agent to protect and perfect the
Parent’s, the Buyer’s (and the Buyer’s assigns’) security interest in the
Acquired Receivables and Receivables Property have been taken and
completed.  It also will maintain and
implement administrative and operating procedures (including an ability to
recreate records evidencing Receivables, the Receivables Property related
thereto and related Contracts in the event of the loss or destruction of the
originals thereof) and keep and maintain all documents, books, records and
other information necessary or advisable for the collection of all Receivables
and Receivables Property (including records adequate to permit the daily
identification of each Receivable and all Collections thereof and adjustments
thereto).  It shall give the Parent, the
Buyer and the Funding Agents prompt notice of any change in its administrative
and operating procedures referred to in the previous sentence that would
materially affect (A) data or calculations included in any Portfolio Report
or used to determine the existence of a Facility Event, (B) financial
tests, (C) revenue recognition or (D) the Receivables.


 


14

















 


SECTION 4.03.  Notice of
Interests in Receivables.  The master
computer file for the Originators’ billing system shall disclose the Parent’s
ownership of, the Buyer’s ownership of, and the Administrative Agent’s security
interest in, the Acquired Receivables.


 


SECTION 4.04.  Sales,
Liens, Etc.  It will not sell, assign
(by operation of law or otherwise) or otherwise dispose of, or create or suffer
to exist any Adverse Claim upon or with respect to, any Acquired Receivables or
Receivables Property or any Collection Account, or any of its rights, title and
interest in, to and under any of them (including any right to receive income in
respect thereof) or assign any right to receive income in respect thereof,
except as otherwise expressly provided for in the Transaction Documents.


 


SECTION 4.05.  Extension
or Amendment of Receivables and Contracts. 
Except as provided in Clause 2.2(c) (Duties of the Servicer) of the Servicing Agreement, it will
not (a) extend, amend, waive or otherwise modify the terms and conditions
of any Acquired Receivable or Receivables Property, or (b) amend, modify
or waive any term or condition of any Contract related thereto in a manner that
could reasonably be expected to adversely affect the collectibility of any Pool
Receivable or could reasonably be expected to have a Material Adverse Effect.


 


SECTION 4.06.  Change in
Payment Instructions to Obligors. 
Subject to the Transition Exceptions, it will not add or terminate any
Collection Account from those listed in Schedule 5 (Facility
Accounts and Account Banks) to the Receivables Loan Agreement, or
make any change in the instructions to Obligors regarding payments to be made
in respect of the Acquired Receivables or payments to be made to the Collection
Accounts, unless the Buyer and the Administrative Agent shall have received at
least ten (10) Business Days prior written notice of such addition,
termination or change (including an updated Schedule 5 (Facility Account and Account Banks) to the Receivables Loan
Agreement) and a fully executed Account Control Agreement with respect to each
new Collection Account to which such Obligors have been instructed to make such
payments has been delivered to the Buyer and the Administrative Agent.  Each Collection Account shall be maintained
at all times in the name of the Person specified in such Schedule 5.


 


SECTION 4.07.  Deposits to
Collection Accounts.  It will
instruct all Obligors to remit all payments in respect of the Receivables to a
Collection Account, in each case, subject to a valid and enforceable Account
Control Agreement, subject to Transition Exceptions.  If any Originator shall receive any
Collections or other amount payable in respect of an Acquired Receivable
directly, such Originator shall promptly (and in any event within one Business
Day) deposit such Collections or other amount into a Collection Account.  Subject to Transition Exceptions, each
Originator shall use commercially reasonable efforts to prevent funds which do
not constitute Collections from being deposited into a Collection Account.  Each Originator shall, as soon as practicable
following receipt and identification thereof, and in any event within one
Business Day after receipt and identification thereof, request the Servicer or
the Administrative Agent, as applicable, turn over or cause to be turned over
to the applicable Person as may be entitled thereto any cash collections or
other cash proceeds received in any Collection Account and not constituting
Collections of Acquired Receivables, Related Security with respect thereto or
any other Collateral.


 


15

















 


SECTION 4.08.  Further
Assurances; Change in Name or Jurisdiction of Organization, Etc.


 


(a)           It agrees from time to time, at its
expense, promptly to execute and deliver all further instruments and documents,
and to take all further actions, that may be necessary, or that the applicable
Transferee or the Administrative Agent or any of its assigns may  reasonably  request, to
confirm, perfect, protect or more fully evidence the applicable Transferee’s
ownership of (or the Administrative Agent’s first priority perfected security
interest in) the Acquired Receivables and Receivables Property related thereto
and the Collection Accounts, or to enable the applicable Transferee or the
Administrative Agent to exercise and enforce their respective rights and
remedies under this Agreement and the other Transaction Documents.  Without limiting the foregoing, such
Originator will, upon the request of the applicable Transferee or the
Administrative Agent, execute (if necessary) and file such financing or continuation
statements, or amendments thereto, and such other instruments and documents
that may be necessary or desirable, or that the Buyer or the Administrative
Agent may request, to confirm, perfect, protect or evidence the applicable
Transferee’s ownership of, and the Administrative Agent’s first priority
perfected security interest in, the Acquired Receivables, the Receivables
Property and the Collection Accounts. 
Such Originator authorizes the Parent, the Buyer, the Administrative
Agent or any of their respective assigns to file financing or continuation
statements or similar instruments, and amendments thereto and assignments
thereof, relating to the Acquired Receivables, the Receivables Property related
thereto and the Collection Accounts without the signature of such
Originator.  A photocopy or other
reproduction of this Agreement shall be sufficient as a financing statement
where permitted by Law.


 


(b)           It shall not, and will not take any
action to, change its jurisdiction of organization unless the Buyer and the
Administrative Agent shall have received at least 30 days advance written
notice of such change and all action by such Originator necessary or
appropriate to confirm, perfect, protect or maintain the perfection of the
applicable Transferee’s (and its assigns’) interest in the Acquired
Receivables, Receivables Property and the Collection Accounts (including,
without limitation, the filing of all financing statements and the taking of
such other action as the Parent, the Buyer and the Administrative Agent may
reasonably request in connection with such change) shall have been duly taken.


 


(c)           It will not change its name,
identity, corporate structure, location or tax identification number or make
any other change which could render any financing statement or similar
instrument filed in connection with any Transaction Document seriously
misleading or otherwise ineffective under applicable Law, unless the Buyer and
the Administrative Agent shall have received at least 30 days advance written
notice of such change prior to the effectiveness thereof and all action by such
Originator necessary or appropriate to confirm, perfect, protect or maintain
the perfection and priority of the applicable Transferee’s (and its assigns’)
interest in the Acquired Receivables, Receivables Property related thereto and
the Collection Accounts (including the filing of all financing statements and
the taking of such other action as the Parent, the Buyer and the Administrative
Agent may request in connection with such change) shall have been duly taken.


 


16

















 


SECTION 4.09.  Separateness.  It shall:


 


(a)           maintain corporate
records and books of account separate from those of the Buyer;


 


(b)           ensure that the
resolutions, agreements and other instruments underlying the transactions
described in this Agreement shall be continuously maintained as official
records;


 


(c)           maintain an arm’s-length
relationship with the Buyer and not hold itself out as being liable for any
Indebtedness of the Buyer;


 


(d)           keep its assets and
its liabilities wholly separate from those of the Buyer;


 


(e)           not mislead third
parties by conducting or appearing to conduct business on behalf of Buyer or
expressly or impliedly representing or suggesting that it is liable or
responsible for any Indebtedness of the Buyer or that its assets are available
to pay the creditors of the Buyer;


 


(f)            not hold the Buyer
out to third parties as other than an entity with assets and liabilities
distinct from it or any Affiliate or Subsidiary thereof;


 


(g)           not hold itself out
to be responsible other than, in the case of Tribune, owning the membership
interests of the Buyer, for any decisions or actions relating to the Buyer;


 


(h)           cause the Buyer to
prepare separate financial statements;


 


(i)            take such other
actions as are necessary on its part to ensure that all corporate procedures
required by its and the Buyer’s respective Organic Documents are duly and
validly taken;


 


(j)            keep correct and
complete records and books of account and corporate minutes;


 


(k)           not act in any manner
that could foreseeably mislead others with respect to the Buyer’s separate
identity;


 


(l)            at all times limit
its transactions with the Buyer only to those expressly permitted hereunder or
under any other Transaction Document;


 


(m)          take all other actions
that are necessary to be taken by it in order to (i) ensure that the
assumptions and factual recitations set forth in the True Sale and
Non-Consolidation Opinion, dated the date hereof, of Sidley Austin LLP remain
true and correct in all respects with respect to it and the Buyer and (ii) comply
in all respects with those procedures described in such provisions which are
applicable to it or the Buyer; and


 


(n)           not take action that
would cause the Borrower to cease to be in compliance with Clause 5.1(i) (Separateness)  of the
Receivables Loan Agreement.


 


17

















 


SECTION 4.10.  Change in
Credit and Collection Policies.  It
will not make any change in the Credit and Collection Policies without the
prior written consent of the Administrative Agent except, in either case, for
any such change (i) that would not (A) impair the collectibility of
the Acquired Receivable in any material respect, (B) otherwise have a
Material Adverse Effect or (C) adversely affect in any material respect
the interests or remedies of the Buyer (or its assignees), or (ii) as
required by applicable Law.


 


SECTION 4.11.  Mergers,
Etc.  Each Sub-Originator shall, at
all times prior to the Originator Termination Date for such Sub-Originator, be
a direct or indirect Qualifying Subsidiary of the Parent.


 


SECTION 4.12.  Taxes.  It will (i) file all Tax returns and
reports required by Law to be filed by it, except to the extent failure to file
would not reasonably be expected to have a Material Adverse Effect, and (ii) promptly
pay all Taxes and governmental charges at any time then due and payable by it,
except to the extent such Taxes or governmental charges are being contested in
good faith by appropriate proceedings and it has set aside in its books
adequate reserves in accordance with GAAP. 
Each Originator will pay when due any Taxes payable by that Originator
in connection with any Receivable and Receivables Property transferred (or
purported to have been transferred) by such Originator to the Buyer
hereunder.  Except in the case of KPLR, Inc.
and Tribune Television New Orleans, Inc., it agrees to take all actions
and to do all things necessary or appropriate to maintain its status as either (a) an
S corporation, (b) a qualified subchapter S subsidiary within the meaning
of IRC Section 1361 and 1362 or (c) a disregarded entity not treated
as an entity separate from the Parent for U.S. federal tax purposes.


 


SECTION 4.13.  Change in
Accountants or Accounting Policies. 
It shall promptly notify the Administrative
Agent of any change in its outside accountants or material change in its
accounting policies that relate to the Receivables, that affect the reports
required to be delivered hereunder or that could reasonably be expected to have
a Material Adverse Effect.


 


SECTION 4.14.  Power of
Attorney.  It will not voluntarily
revoke or attempt to revoke any power of attorney granted by it in connection
with the transactions contemplated by the Transaction Documents.


 


SECTION 4.15.  Instruments.  It shall not take any action to cause any
Receivable not evidenced by a negotiable instrument upon origination to become
evidenced by a negotiable instrument, except in connection with the enforcement
or collection of a Defaulted Receivable or otherwise in accordance with the
Servicer’s standard operating practices.


 


SECTION 4.16.  Treatment
as Sales or Contribution.  Except to
the extent otherwise required under GAAP, it shall not account for or treat
(whether in financial statements or otherwise) the transactions contemplated by
this Agreement in any manner other than as a sale or contribution, as
applicable, and absolute conveyance of the Receivables and Receivables Property
by such Originator to the Buyer (except that, in accordance with applicable tax
principles, each Purchase may be ignored for Tax reporting purposes).


 


SECTION 4.17.  Organic
Documents.  Unless otherwise required
by applicable Law, it will not amend, modify, change or repeal any of its
Organic Documents, unless such 


 


18

















 


amendment, modification,
change or repeal could not reasonably be expected to have a Material Adverse
Effect.


 


SECTION 4.18.  Licenses,
Etc.  It shall maintain in full force
and effect all licenses, approvals, authorizations, consents, registrations and
notifications which are at any time required in connection with the performance
of its duties and obligations hereunder and under the other Transaction
Documents to which it is a party, except where the absence of the same would
not be reasonably likely to have a Material Adverse Effect.


 


SECTION 4.19.  Title.  At all times on and after the applicable
Effective Date until the applicable Originator Payout Date, (a) it shall
duly take all actions in each jurisdiction necessary in order to protect the
ownership interests of the Parent and the Buyer and the security interest of
the Administrative Agent in the Acquired Receivables, the Receivables Property
with respect thereto and the Collection Accounts against any Adverse Claim or
the interest of any creditor of or purchaser from any Transaction Party and/or
such Originator, (b) such Originator shall duly execute (if necessary),
file or serve in or on the appropriate filing office, Official Body or other
Person in each jurisdiction necessary all financing statements and other
documents required to be recorded or filed in order to perfect and protect the
ownership interests of the Parent and the Buyer and the security interest of
the Administrative Agent in the Acquired Receivables, the Receivables Property
with respect thereto and the Collection Accounts against any Adverse Claim or
the interest of any creditor of, or purchaser from, any Transaction Party
and/or such Originator, and (c) it shall pay in full all fees and Taxes,
if any, in connection with such actions and filings when or before due.


 


SECTION 4.20.  Performance
and Compliance with Contracts and Credit and Collection Policies.  It will, at its expense, timely and fully
comply with the Credit and Collection Policies in all material respects.


 


SECTION 4.21.  Account
Control Agreements.  Subject to Transition Exceptions,
it will cause all Collection Accounts to be subject at all times to an Account
Control Agreement duly executed by each of the parties thereto, and cause the
Collection Accounts listed on such Exhibit III to be subject to an
Account Control Agreement thereon, and a fully executed copy of such Account
Control Agreement to be delivered to the Administrative Agent.


 


SECTION 4.22.  Collection
Capability.  It will maintain the
collection capability of its respective servicing platform as required to
collect the Receivables and Receivables Property related thereto, including the
ability to report on or otherwise identify the Unpaid Balance of any
Receivable, the receipt of any Collections or other proceeds with respect to
any Receivable or any other relevant information, in each case, on a Receivable
by Receivable basis.


 


SECTION 4.23.  Servicing
Changes.  It will not make any change
to its administration, servicing or collection systems unless such change is
permitted by the Credit and Collection Policies.


 


SECTION 4.24.  Amendments.  It will not make or suffer to exist any
amendment or other modification to any Transaction Document to which it is a
party except in accordance with the amendment provisions thereof and Clause
5.1(k) (Transaction Documents) of the 


 


19

















 


Receivables Loan Agreement
(which will require the written consent of the Administrative Agent).


 


SECTION 4.25.  Inspections;
Agreed Upon Procedures.  Until the
applicable Originator Payout Date, at its expense (but subject to the last
sentence of this clause), during regular business hours as requested by the
Buyer, the Administrative Agent and/or any Funding Agent upon (in the absence
of a Facility Event) reasonable prior notice, it shall permit the Parent, the
Buyer, the Administrative Agent and/or any Funding Agent, or their respective
agents or representatives (including the Lenders and their independent
accountants or consultants) (a) to conduct periodic audits of, or to
perform agreed upon procedures with respect to, Receivables and the Receivables
Property and the related books and records, including the Contracts, and
collections systems, (b) to examine and make copies of and abstracts from
all documents, purchase orders, invoices, agreements, books, records and other
information (including computer programs, tapes, discs, punch cards, data
processing software, storage media and related property and rights) in its
possession or under the control relating to the Receivables and Receivables
Property, including the Contracts, and (c) to visit its offices and
properties for the purpose of examining such materials described in clause (a) and
(b) above, and to discuss matters relating to the Receivables and
Receivables Property or its performance hereunder and under the other
Transaction Documents to which it is a party or under the Contracts with any of
its officers or employees having knowledge of such matters.  Unless a Facility Event has occurred, the
Borrower shall not be liable for the expense of more than two audits or agreed
upon procedures reports during any fiscal year of the Borrower, and any
additional audits or agreed upon procedures reports shall be at the expense of
the Lenders.


 


SECTION 4.26.  Reporting
Requirements.  The Parent, on behalf
of itself and each other Originator, will:


 


(a)           Financial
Statements


 


Maintain, for itself and each of its Subsidiaries, a system of accounting
established and administered in accordance with generally accepted accounting
principles, and furnish to the Buyer and the Administrative Agent:


 


(i)            as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of Parent, unaudited consolidated
balance sheets of Parent and its Subsidiaries as of the end of such quarter and
unaudited consolidated statements of income, shareholders’ equity and cash
flows of Parent and its Subsidiaries for the period commencing at the end of
the previous fiscal year and ending with the end of such quarter, duly
certified by the chief financial officer, the chief accounting officer or the
treasurer of Parent as having been prepared in accordance with GAAP (subject to
year-end audit adjustments);


 


(ii)           as
soon as available and in any event within 90 days after the end of each fiscal
year of Parent, a copy of the annual audit report for such fiscal year for
Parent and its Subsidiaries, containing the consolidated balance sheet of
Parent and its Subsidiaries as of the end of such fiscal year and consolidated
statements of income, shareholders’ equity and cash flows of Parent and its
Subsidiaries for such fiscal year, in 


 


20

















 


each case accompanied by an opinion as to
such audit report by PricewaterhouseCoopers LLP or other independent public
accountants of nationally recognized standing, certified by such accountants
without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit, provided that, if
Parent switches from one independent public accounting firm to another and if
such switch has occurred during any fiscal period being audited by such new accounting
firm, the audit report of any such new accounting firm may contain a
qualification or exception as to the scope of such consolidated financial
statements that relates to the period of such fiscal period prior to its
retention; and


 


(iii)          together
with the financial statements required hereunder, a compliance certificate in
substantially the form of Exhibit A-6 to the Servicing Agreement signed by Parent’s Authorized Officer
and dated the date of such annual financial statement or such quarterly financial
statement, as the case may be.


 


Financial statements required to be delivered
for the Parent pursuant to this Section 4.26 shall be deemed to have been
delivered on the date on which Parent posts reports containing such financial
statements on its website on the Internet at www.sec.gov or at such
other website identified by Parent in a notice to the Buyer and the
Administrative Agent and that is accessible by the Lenders without charge; provided
that Parent shall deliver paper copies of such information to any Lender
promptly upon request of such Lender through the Administrative Agent and provided
further that the Lenders shall be deemed to have received such financial
statements on the date (x) the information regarding the website where
such financial information can be found is posted at the website of the
Administrative Agent (or, with respect to any Lender that is a party to the
Senior Credit Agreement, the website of the “Agent” thereunder) identified from
time to time by the Administrative Agent to the Lenders and Parent (or by the “Agent”
under the Senior Credit Agreement to the “Lenders” thereunder, as applicable)
and (y) such posting is promptly notified to the Lenders (or the “Lenders”
under the Senior Credit Agreement, as applicable), it being understood that the
Originators shall have satisfied the timing obligations imposed by this Section 4.26
as of the date such information is delivered to the Administrative Agent (or
the “Agent” under the Senior Credit Agreement, as the case may be).


 


(b)           ERISA


 


Promptly after the occurrence thereof, furnish to each Funding Agent
written notice of the occurrence of any ERISA Event that, alone or together
with any other ERISA Events that have occurred, could be reasonably expected to
result in a material liability to a Transaction Party.


 


(c)           [Reserved]


 


(d)           Change in Business


 


To each Funding Agent, at least 30 days prior to any material change to
any written Credit and Collection Policies, a written notice describing in
detail any such change and providing a full and complete copy of such Credit
and Collection Policies, and the effective date of change; provided,
that, no change to the Credit and Collection Policies shall be made if it would
cause a violation 


 


21

















 


of Section 4.10 hereof or cause the Buyer to violate Clause 5.1(k) of
the Receivables Loan Agreement (Nature of Business; Credit
and Collection Policy).


 


(e)           Notice of Facility
or Originator Events


 


As soon as possible and in any event within two (2) Business Days
after a Responsible Officer of an Originator obtains knowledge of the
occurrence of any Facility Event or Originator Event, furnish or cause to be
furnished to each Funding Agent a written statement of a Responsible Officer of
such Originator setting forth details of such Facility Event or Originator
Event, and, if applicable, the action that such Originator or any of the
Transaction Parties has taken and proposes to take with respect thereto.


 


(f)            [Reserved]


 


(g)           Termination or
Suspension of Receivables Purchase Agreement


 


As soon as possible and in any event within one (1) Business Day
after the occurrence thereof, furnish or cause to be furnished to each Funding
Agent written notice that any Originator has stopped selling Receivables originated
by such Originator to the Borrower pursuant to the Receivables Purchase
Agreement or any other Originator Event has occurred thereunder.


 


(h)           Notices Under
Transaction Documents


 


Concurrently with receipt thereof by such Originator, furnish or cause to
be furnished to each Funding Agent copies of all written notices received by
such Originator from another Transaction Party Originator pursuant to any
Transaction Document to the extent not previously provided to the
Administrative Agent by another Transaction Party.


 


(i)            Litigation;
Material Adverse Effect


 


Promptly (and in any event within two (2) Business Days) after the
occurrence thereof, furnish or cause to be furnished to each Funding Agent
written notice of:


 


(i)            (A) the
filing or commencement of, or any written threat or notice of intention of any
Person to file or commence, any action, suit, litigation or proceeding, whether
at law or in equity or by or before any Official Body against, or any
investigation by any Official Body that may exist with respect to any
Transaction Party, the Facility Accounts, the Transaction Documents or the
transactions contemplated thereby in each case, which could reasonably be
expected to have a Material Adverse Effect and (B) any material adverse
development (including without limitation any judgment against a Transaction
Party) that has occurred with respect to any such previously disclosed
litigation, investigation or proceeding; and


 


(ii)           any
other event or condition with respect to any Transaction Party that has had, or
could reasonably be expected to have, a Material Adverse Effect.


 


22

















 


(j)            Defaults Under
Other Agreements


 


Furnish written notice to each Funding Agent promptly upon the
occurrence of an event of default under any other financing arrangement with
respect to Material Indebtedness pursuant to which any Transaction Party is a
debtor or an obligor.


 


(k)           Other Information


 


Furnish or cause to be furnished to the Administrative Agent and each
Funding Agent, promptly upon request, such other information respecting the
Pool Receivables, the Related Security related thereto, the Facility Accounts,
the Collateral or the condition or operations, financial or otherwise, of any
Transaction Party as such Funding Agent may from time to time reasonably
request.


 


ARTICLE V

ADMINISTRATION AND COLLECTION


 


SECTION 5.01.  Designation
of Servicer.  (a) Consistent
with the Buyer’s ownership of the Acquired Receivables and Receivables Property
related thereto, each Originator acknowledges and agrees that the servicing,
administration and collection of the Acquired Receivables and Receivables
Property related thereto shall be the responsibility and right of the Buyer and
its assigns.  The Buyer has advised the
Originators that (a) the Buyer has granted and will grant a security
interest in the Acquired Receivables, the Receivables Property related thereto
and the Collection Account to the Administrative Agent, for the benefit of the
Secured Parties under and pursuant to the Security Agreement and (b) the
servicing, administration and collection of the Acquired Receivables and
Receivables Property related thereto shall be conducted by the Persons
designated as the Servicer pursuant to the Servicing Agreement from time to
time.  Pursuant to the Servicing
Agreement (i) the Buyer has requested Tribune and Tribune has agreed that
it will, act as the initial Servicer and (ii) Tribune has appointed each
Originator to act as its Sub-Servicer with respect to the Acquired Receivables
originated by such Originator and the Receivables Property related thereto and
each Originator has accepted such appointment.


 


(b)           Prior to the date on which the
Servicer must prepare and deliver any Portfolio Report or Supplemental Report
or assist in the preparation of, or take such action as required with respect
to, any Portfolio Report or Supplemental Report pursuant to the Servicing
Agreement and the Receivables Loan Agreement, each Originator will make
available to the Servicer all information necessary for the preparation of such
Portfolio Report or Supplemental Report, including (i) information in
their possession or control regarding all Purchases hereunder occurring during
the period to be covered in such report and (ii) the aggregate original
Unpaid Balance of the Receivables sold by such Originator during such period,
the aggregate Purchase Price for such Receivables sold by such Originator and
the components of payment as provided in Section 1.02 (Payment for the Purchase).


 


SECTION 5.02.  Certain Rights
of the Buyer.  (a) Each
Originator and the Buyer hereby agree that the Administrative Agent may (and if
so directed by the Administrative Agent or the Required Committed Lenders,
shall) at any time following the occurrence and during the 


 


23

















 


continuation of a Trigger
Event or Originator Termination Event, assume exclusive control of the Facility
Accounts, and, may take such actions to effect such transfer or assumption as
it may determine to be necessary or appropriate (including delivering the
notices attached to the Account Control Agreements).


 


(b)           Following the
occurrence and during the continuance of a Trigger Event, at the Parent’s, the
Buyer’s (acting either on its own initiative or at the request of the
Administrative Agent or the Required Committed Lenders) or the Administrative
Agent’s request and at the Originator’s expense, each Originator shall (and if
that Originator shall fail to do so within two Business Days, the Parent, the
Buyer or the Administrative Agent may) take any or all of the following
actions:


 


(i)            Such Originator shall execute any power of
attorney or other similar instrument and/or take any other action necessary or
desirable to give effect to the notification and directions described in this Section and
such further acts necessary to convey or perfect the Parent’s and the Buyer’s
title or the Administrative Agent’s security interest in the Acquired
Receivables and Receivables Property of that Originator;


 


(ii)           Such Originator shall (A) assemble all of
the Contracts, documents, instruments and other Records (including computer
tapes and disks) that evidence or relate to the Acquired Receivables of that
Originator and any Receivables Property with respect thereto, or that are otherwise
necessary or desirable to collect such Acquired Receivables and any Receivables
Property with respect thereto, and shall make the same available to the Parent,
the Buyer and the Administrative Agent at a place selected by the
Administrative Agent or its designee and (B) segregate all cash, checks
and other instruments received by it from time to time constituting Collections
of such Acquired Receivables in a manner acceptable to the Administrative Agent
and, promptly upon receipt, remit all such cash, checks and instruments, duly
endorsed or with duly executed instruments of transfer, to the Administrative
Agent or its designee; and


 


(iii)          At any time following a Trigger Event or
Originator Event, such Originator shall (A) notify each Obligor of Acquired
Receivables of that Originator of the sale, assignment, transfer and conveyance
of the Acquired Receivables and Receivables Property with respect thereto
pursuant hereto and of the Parent’s and the Buyer’s ownership of, and the
Administrative Agent’s security interest in, the Acquired Receivables and
Receivables Property with respect thereto, and (B) direct such Obligors
that payments under any such Acquired Receivable or any Receivables Property
with respect thereto be made directly to the Buyer or Administrative Agent or
their designees.


 


(c)           Following the
occurrence and during the continuation of a Trigger Event, each Originator
hereby authorizes the Buyer and the Administrative Agent to take any and all
steps in such Originator’s name and on behalf of such Originator that are
necessary or desirable, in the determination of the Buyer or the Administrative
Agent, to collect amounts due under the Acquired Receivables and any
Receivables Property with respect thereto, including (i) endorsing in such
Originator’s name and in favor of or otherwise to the order of the Buyer checks
and other instruments representing Collections, (ii) enforcing the
Acquired Receivables and any Receivables Property with respect thereto,
including to ask, demand, collect, sue for, recover, 


 


24

















 


compromise, receive and give
acquittance and receipts for moneys due and to become due under or in
connection with therewith and to file any claims or take any action or
institute any proceedings that the Buyer or the Administrative Agent (or any
designee) may deem to be necessary or desirable for the collection thereof or
to enforce compliance with the terms and conditions of, or to perform any
obligations or enforce any rights of such Originator in respect of, the
Acquired Receivables and any Receivables Property with respect thereto and the
other Transaction Documents.


 


SECTION 5.03.  Rights and
Remedies.  (a) If any Originator
fails to perform any of its obligations under this Agreement or any other
Transaction Document to which it is a party, taking into account any applicable
grace periods and/or right to remedy breaches, the Buyer or the Administrative
Agent may (but shall not be required to) itself perform, or cause performance
of, such obligation; and the costs and expenses of the Parent, the Buyer and
the Administrative Agent incurred in connection therewith shall be payable by
such Originator.


 


(b)           Each Originator shall
perform its obligations under the Contracts and in respect of the Receivables
Property to the same extent as if they had not been sold to the applicable
Transferee or its assigns and the exercise by the applicable Transferee or its
assigns of its rights under or in connection with this Agreement shall not
release any Originator from any of its duties or obligations with respect to
any Contracts or in respect of the Receivables Property.  The applicable Transferee or its assigns
shall not have any obligation or liability with respect to any Receivable,
Receivables Property or Contracts, nor shall it be obligated to perform the
obligations of any Originator thereunder or in respect thereof.


 


(c)           Each Originator shall
cooperate with the Servicer in collecting amounts due from Obligors in respect
of the Acquired Receivables and the Receivables Property related thereto.


 


ARTICLE VI

INDEMNIFICATION


 


SECTION 6.01.  Indemnities
by Originators.  Without limiting any
other rights that the Buyer and its respective officers, directors, agents,
employees, assigns (including the Administrative Agent and each Secured Party),
controlling Persons or Affiliates of any of the foregoing (each, an “Indemnified Party”) may have hereunder, under
any other Transaction Document or under applicable Law, the Originators,
jointly and severally, agree to indemnify and keep indemnified each Indemnified
Party from and against any and all damages, losses, claims, liabilities,
deficiencies, costs, disbursements and expenses, including interest, penalties,
amounts paid in settlement and lawyers’ fees and expenses (all of the foregoing
being collectively referred to as “Indemnified
Amounts”) awarded against or incurred by any Indemnified Party
(including in connection with or relating to any investigation by an Official
Body, litigation or lawsuit (actual or threatened) or order, consent, decree,
judgment, claim or other action of whatever sort (including the preparation of
any defense with respect thereto regardless of whether such Indemnified Party
is a party thereto)), in each case, arising out of or resulting from this
Agreement or any transaction contemplated hereby, excluding, however (a) Indemnified
Amounts to the extent that such Indemnified Amounts are finally judicially
determined to have resulted from the bad faith, gross negligence, or willful
misconduct on the 


 


25

















 


part of such Indemnified
Party, and (b) recourse (except as otherwise specifically provided in this
Agreement or any other Transaction Document) for Acquired Receivables that are
not collected or not collectable on account of the insolvency, bankruptcy or
financial inability to pay off the Obligors in respect of such Acquired
Receivables and (c) Taxes, excluding those Taxes owed to the Borrower.


 


Without limiting the generality of the
foregoing indemnification, but subject to the exclusions set forth in clauses
(a) and (b), above, the Originators jointly and severally shall
indemnify each Indemnified Party for Indemnified Amounts relating to or
resulting from:


 


(i)            reliance on any representation or warranty made
by any Originator (or any officers of any such Person) under or in connection
with this Agreement, any other Transaction Document or any other information or
report delivered by any such Person pursuant hereto or thereto, which shall have
been false or incorrect when made or deemed made;


 


(ii)           the failure by any Originator to comply with
any term, provision or covenant contained in a Transaction Document or any
agreement executed in connection with a Transaction Document or with any applicable
law, rule or regulation with respect to any Receivable or Contract related
thereto, or the nonconformity of any Receivable or Contract included therein
with any such applicable law, rule or regulation;


 


(iii)          any failure of an Originator to perform its
duties, covenants or other obligations in accordance with the provisions of
this Agreement or any other Transaction Document;


 


(iv)          any libel, personal injury or damage suit, or
other similar claim arising out of or in connection with any Contract or any
Receivable;


 


(v)           any dispute, claim, offset or defense (other
than discharge in bankruptcy of the Obligor) of the Obligor to the payment of
any Receivable (including, without limitation, (x) a defense based on such
Receivable or the related Contract not being a legal, valid and binding
obligation of such Obligor enforceable against it in accordance with its
terms), (y) any defense or dispute relating to whether, as between an
Advertising Agency and the related Advertising Agency Clients, which Person or
Persons are obligated to make payment on a Receivable (whether before or after
an Advertising Agency Client remits payment to the related Advertising Agency),
and (z) or any other claim resulting from the sale of the merchandise or
service related to such Receivable or the furnishing or failure to furnish such
merchandise or services;


 


(vi)          the commingling of Collections of Receivables
at any time with other funds;


 


(vii)         any investigation, litigation or proceeding
related to or arising from this Agreement or any other Transaction Document,
the transactions contemplated hereby, or any other investigation, litigation or
proceeding relating to an Originator in which any Indemnified Party becomes
involved as a result of any of the transactions contemplated hereby;


 


26






 












 


(viii)        any
inability to litigate any claim against any Obligor in respect of any
Receivable as a result of such Obligor being immune from civil and commercial
law and suit on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding;


 


(ix)           any
Originator Termination Event described in Section 7.01 (Originator Termination Events);


 


(x)            any
failure of any Transferee or its assigns to acquire and maintain legal and
equitable title to, and ownership of any Receivable and the Related Security
and Collections with respect thereto from the applicable Originator, free and
clear of any Adverse Claim (other than as created hereunder); or any failure of
the Borrower to give reasonably equivalent value to the applicable Originator
under the Receivables Purchase Agreement in consideration of the transfer by
such Originator of any Receivable, or any attempt by any Person to void such
transfer under statutory provisions or common law or equitable action;


 


(xi)           any
failure to vest and maintain vested in the Buyer legal and equitable title to,
and ownership of, and a first priority perfected ownership interest or any
failure to vest and maintain vested in the Administrative Agent a first
priority perfected security interest in the Receivables, the Related Security,
the Collections and the Collection Accounts, in each case free and clear of any
Adverse Claim (except as created by the Transaction Documents);


 


(xii)         the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction
or other applicable laws with respect to any Receivable, the Related Security
and Collections with respect thereto, and the proceeds of any thereof, whether
at the time of any Purchase or at any subsequent time;


 


(xiii)        the
failure by an Originator to be duly qualified to do business, to be in good
standing or to have filed appropriate fictitious or assumed name registration
documents in any jurisdiction where its ownership of property or the conduct of
business requires such qualification;


 


(xiv)        the
failure of an Originator to pay when due any Taxes or charges imposed on such
party;


 


(xv)         any
action or omission by an Originator which reduces or impairs the rights of the
Parent, the Buyer, the Administrative Agent, the Funding Agents or the Lenders
with respect to any Receivable or the value of any such Receivable;


 


(xvi)        any
attempt by any Person to void any Purchase, Contribution of Receivables to the
Parent or the Buyer or any Loan or any other transaction contemplated by the
Transaction Documents under statutory provisions or common law or equitable
action; and


 


27

















 


(xvii)       the
failure of any Receivable included in the calculation of the Net Receivables
Balance by an Originator in its capacity as a Servicer Party or otherwise as an
Eligible Receivable to be an Eligible Receivable at the time so included.


 


ARTICLE
VII

ORIGINATOR TERMINATION EVENTS; EFFECT OF TERMINATION DATE


 


SECTION 7.01.  Originator Termination Events.  If any of the following events (each an “Originator
Termination Event”) shall occur and be continuing:


 


(a)           an Originator shall fail to make any payment or deposit of Collections
or Deemed Collections required to be made by it hereunder or under any other
Transaction Document to which it is a party when due hereunder or thereunder,
and such failure shall continue for two (2) Business Days after the
earlier of written notice to such Originator or a Responsible Officer of an Originator
having actual knowledge of such failure; or any Originator shall fail to make
any other payment or deposit required to be made by it hereunder or under any
Transaction Document to which it is a party when due hereunder or thereunder
and such failure shall continue for ten (10) days after the earlier of
written notice to such Originator or a Responsible Officer of an Originator
having actual knowledge of such failure; or


 


(b)           any representation, warranty, certification or statement made by an
Originator in this Agreement or any other Transaction Document to which such
Person is a party shall prove to have been incorrect in any material respect
when made or deemed made; provided that if such breach relates to a Specified
Provision and is capable of being cured, such breach shall not constitute an
Originator Termination Event unless it continues unremedied for five (5) Business
Days after the earlier of such Transaction Party receiving written notice of
such breach or a Responsible Officer of a Transaction Party having actual
knowledge of such breach; or


 


(c)           other than as addressed in Sections 7.01(a) and (b), an Originator
shall fail to perform or observe any term, covenant, undertaking or agreement
contained in this Agreement or any other Transaction Document to which such
Person is a party and, if such failure relates to a
Specified Provision and is capable of being remedied, such Person shall have
failed to remedy such failure within 15 Business Days after the earlier of an
Originator receiving written notice of such failure or an Originator having
actual knowledge of such failure;
or


 


(d)           (i) any Material Indebtedness of such Originator is declared or
otherwise becomes due prior to its scheduled maturity as a result of any
termination event, event of default or other similar event (however described),
(ii) any pledge, charge or security interest securing the Material
Indebtedness of any such Originator is enforced, or such security interest
crystallizes, in whole or in part as a result of any termination event, event
of default or other similar event (however described), or (iii) an “Event
of Default” shall occur under, and as defined in, the Senior Credit Agreement;


 


(e)           an Event of Bankruptcy shall occur with respect to such Originator;


 


(f)            [Reserved]


 


28

















 


(g)           any Transaction Party receives notice or becomes aware that a notice of
lien has been filed against any Transaction Party under Section 430(k) of
the IRC or Section 303(k) of ERISA for a failure to make a required
installment or other payment to a plan to which Section 430 of the IRC or Section 303
of ERISA applies;


 


(h)           other than as permitted by Clause 11.14 of the Receivables Loan
Agreement (Limitations on Addition and Termination of
Originators), any Change of Control shall occur with respect to an
Originator; or


 


(i)            judgments or orders for the payment of money in
excess of $75,000,000 in the aggregate shall be rendered against one or more
Originators and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall
be any period of 60 consecutive days during which payment for such judgment or
order shall remain unsatisfied or a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect;
provided, however, that any such amount shall be calculated after deducting
from the sum so payable any amount of such judgment or order that is covered by
a valid and binding policy of insurance in favor of such Originators;


 


(j)            this Agreement or any Account Agreement or any
provision hereof or thereof shall cease, for any reason, to be in full force
and effect with respect to an Originator (other than as a result of a
termination of an Originator’s obligations in compliance with Section 1.09
(Termination of Status as Originator), or
an Originator shall (except as expressly permitted by any Transaction Document)
so assert in writing or shall otherwise seek to terminate or disaffirm its
obligations hereunder or under any other Transaction Document to which it is a
party; or


 


(k)           a Facility Termination Event shall occur under the Receivables Loan
Agreement;


 


then the Buyer (or the Administrative Agent acting on behalf of the
Buyer) may, (and if so directed by the Required Committed Lenders shall),
declare the Termination Date to have occurred with respect to either each
Originator with respect to which an Originator Termination Event has occurred
or as to all Originators, provided that, automatically upon the
occurrence of any event (without any requirement for the giving of notice)
specified in Section 7.01(e), the Termination Date shall occur
automatically with respect to all Originators. 
Upon any such declaration or upon such automatic termination, the Buyer
and the Administrative Agent shall have, in addition to the rights and remedies
which they may have with respect to the applicable Originator or Originators
under this Agreement, all other rights and remedies provided after default
under applicable Law, which rights and remedies shall be cumulative.


 


SECTION 7.02.  Effect of Termination Date.  Following the occurrence of the Termination
Date in respect of any Originator or Originators, the applicable Originator or
Originators shall not sell or contribute, and the Buyer shall not purchase or
receive as a capital contribution from such Originator or Originators, any
Receivables or Receivables Property.  It
is understood and agreed that the termination of an Originator pursuant to Section 1.09
(Termination of Status as an Originator)
shall constitute a Facility Termination Event and the 


 


29

















 


resulting Originator
Termination Event shall apply to all Originators, unless such Facility
Termination Event shall have been waived in accordance with the terms of the
Receivables Loan Agreement.


 


No termination or rejection or failure to
assume the executory obligations of this Agreement in any Event of Bankruptcy
with respect to any Originator or the Buyer (or the Buyer’s assignees) shall be
deemed to impair or affect the obligations pertaining to any executed sales,
executed contributions or other executed obligations or undertakings, including
pre-termination breaches of representations and warranties by the Originators
or the Buyer.


 


Notwithstanding anything herein or any other
Transaction Document to the contrary (a) the occurrence of the Termination
Date in respect of any Originator or Originators shall not discharge any Person
from any obligations incurred prior to the Termination Date, including any
obligations to make any payments with respect to the interest of the applicable
Transferee or its assigns in any Receivable or other Receivables Property sold,
assigned, transferred and otherwise conveyed by the applicable Originator to
the applicable Transferee or its assigns prior to the Termination Date; and (b) the
rights and remedies with respect to any breach of any representation and
warranty made by any Originator pursuant to Article III (Representations and Warranties), it being understood and
agreed that any such rights and remedies shall be no greater than the rights
and remedies that existed prior to the Termination Date, and the provisions of Section 1.03
(Deemed Collections), 8.03 (Costs, Expenses and Taxes), 8.05 (No Proceedings) and 8.09 (Choice of
Law) shall survive the occurrence of the Termination Date.


 


ARTICLE
VIII

MISCELLANEOUS


 


SECTION 8.01.  Waivers and Amendments.  (a) No failure or delay on the part of
the Parent, the Buyer, the Administrative Agent or any Funding Agent in
exercising any power or other right or remedy under this Agreement shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such power or other right or remedy preclude any further exercise thereof or
the exercise of any other power or other right or remedy.  The rights and remedies herein provided shall
be cumulative and non-exclusive of any rights and remedies provided by Law.


 


(b)           Any provision of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the Buyer and the
Parent and consented to by the Administrative Agent (with the consent of the
Committed Lenders), and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.


 


SECTION 8.02.  Notices.  (a) All communications and notices
provided for hereunder shall be provided in the manner described in Schedule 2
(Address and Notice Information) to the
Receivables Loan Agreement.


 


(b)           Each Sub-Originator hereby appoints the Parent as its agent and
irrevocably authorizes the Parent to execute and deliver all notices required
hereunder on its behalf.  Any notice
required to be delivered to any Sub-Originator hereunder shall be deemed 


 


30

















 


delivered to such
Sub-Originator if delivered to the Parent in accordance with the terms
hereof.  The Parent accepts such
appointment as agent of each Sub-Originator and agrees to act thereas until the
date on which this Agreement has terminated in accordance with its terms.  Each Sub-Originator agrees not to revoke,
modify or withdraw such appointment until terminated pursuant to the preceding
sentence.


 


SECTION 8.03.  Costs, Expenses and Taxes.  In addition to the rights and indemnification
granted under Section 6.01 (Indemnities by Originators)
and their other obligations herein, the Originators jointly and severally agree
to pay all costs and expenses incurred by any Indemnified Party in connection
with the preparation, execution, delivery and administration of this Agreement
and the other documents and agreements to be delivered hereunder or in
connection herewith, including (i) the fees and expenses of counsel for
any such Indemnified Party with respect thereto and with respect to advising it
as to its rights and remedies under this Agreement; (ii) all fees and
expenses associated with any audits and other due diligence conducted prior to
or after the Closing Date and (iii) any amendments, waivers or consents
under the Transaction Documents.  In
addition, the Originators jointly and severally agree to pay all costs and
expenses of the Indemnified Parties, if any (including counsel fees and
expenses), incurred in connection with the enforcement of, or any dispute,
work-out, litigation or preparation for litigation involving, this Agreement
and the other Transaction Documents.


 


SECTION 8.04.  Confidentiality.  The Fee Letters (including any prior drafts
thereof) and any other pricing information relating to the facility
contemplated by the Transaction Documents (including such information set forth
in any engagement letter, term sheet or proposal prior to the Closing Date)
(collectively, “Product Information”) are  confidential. 
Each of the Originators agrees:


 


(a)           to
keep all Product Information confidential and to disclose Product Information
only to those of its Affiliates and its and their respective officers,
employees, agents, accountants, legal counsel and other representatives (collectively
“Representatives”) who have a need to know such Product Information for
the purpose of assisting in the negotiation, completion and administration of
the facility contemplated hereby (the “Facility”);


 


(b)           to use
the Product Information only in connection with the Facility and not for any
other purpose; and


 


(c)           to
cause its Representatives to comply with these provisions and to be responsible
for any failure of any Representative to so comply.


 


The provisions of this Clause 8.04 shall not
apply to Product Information that is or hereafter becomes (through a source
other than the Originators or any of their respective Affiliates or other
Representatives) a matter of general public knowledge.  The provisions of this Clause 8.04 shall not
prohibit any Originator from filing with any governmental or regulatory agency
any information or other documents with respect to the Facility as may be
required by applicable Law.  Product
Information may be disclosed (I) to the extent requested or required by
any state, Federal or foreign authority or examiner regulating the any
Originator, (II) to the extent required by applicable law, rule or
regulation or by any subpoena or similar legal process, or in connection with
the enforcement of the Transaction Documents, (III) in connection with any



 


31

















 


litigation or legal proceeding relating to or
in connection with the Transaction Documents or the enforcement of rights
hereunder or thereunder or to which the Originators or any of their respective
Affiliates may be a party, (IV) with the consent of the Funding Agents, or
(V) to any Rating Agency when required by such Rating Agency.


 


SECTION 8.05.  No Proceedings.  Each of the parties hereto hereby agrees
that:


 


(a)           it will not institute against, or join any other Person in instituting
against, the Buyer any proceeding of the type referred to in the definition of
Event of Bankruptcy so long as there shall not have elapsed one year plus one
day since the Final Payout Date;


 


(b)           it will not institute against any Conduit Lender (or its related
commercial paper issuer) any proceeding of the type referred to in the
definition of Event of Bankruptcy so long as any Commercial Paper or other
indebtedness issued by such Conduit Lender shall be outstanding or there shall
not have elapsed two years plus one day since the last day on which any such
Commercial Paper or other senior indebtedness shall have been outstanding;


 


(c)           notwithstanding anything to the contrary contained herein or in any
other Transaction Document, the obligations of each Conduit Lender under the
Transaction Documents are solely the corporate obligations of such Conduit
Lender and shall be payable only at such time as funds are actually received
by, or are available to, such Conduit Lender in excess of funds necessary to
pay in full all outstanding Commercial Paper issued by such Conduit Lender and
shall be non-recourse other than with respect to such excess funds and, without
limiting Section 8.05(b), if ever and until such time as such Conduit
Lender has sufficient funds to pay such obligation shall not constitute a claim
against such Conduit Lender; and


 


(d)           notwithstanding anything contained herein or in any other Transaction
Document to the contrary, the obligations of the Buyer to the Originators under
the Transaction Documents are solely the corporate obligations of the Buyer and
shall be payable solely to the extent of funds which are received by the Buyer
pursuant to the Transaction Documents and available for such payment in
accordance with the terms of the Transaction Documents and shall be
non-recourse other than with respect to such available funds and, without
limiting Section 8.05(a), if ever and until such time as the Buyer has
sufficient funds to pay such obligation shall not constitute a claim against
the Buyer.


 


SECTION 8.06.  Third Party Beneficiary.  (a) Each of the parties hereto hereby
acknowledges that the Buyer may assign all or any portion of its rights under
and pursuant to this Agreement and that such assignees may further assign, or
grant security interests in, their rights under this Agreement, and each
Originator hereby consents to any such assignment or grant.  All such assignees and secured parties, and all
other Indemnified Parties, shall be third party beneficiaries of, and in the
case of assignees shall to the extent provided in the relevant assignment
agreement be entitled to enforce the applicable Transferee’s rights and
remedies under and pursuant to, this Agreement to the same extent as if they
were parties hereto.  Without limiting
the generality of the foregoing, each Originator hereby acknowledges that the
Buyer has granted and will grant a security interest in all of its powers and
other rights and remedies under and pursuant to this Agreement to the
Administrative Agent pursuant to the Security Documents.  The Originator agrees that the Administrative
Agent (for the benefit of the Secured Parties) shall, 


 


32

















 


subject to the terms of the Receivables
Loan Agreement, have the right to enforce this Agreement and to exercise
directly each applicable Transferee rights and remedies under this Agreement
(including the right to give or withhold any consents or approvals of the Buyer
to be given or withheld hereunder) and each Originator agrees to cooperate
fully with the Administrative Agent in the exercise of such rights and
remedies.  Each Originator further agrees
to give to the Administrative Agent copies of all notices and reports it is
required to give each applicable Transferee hereunder.


 


(b)           Notwithstanding anything herein to the contrary, (i) no declaration
of the Termination Date in respect of an Originator (other than a declaration
pursuant to Section 1.09), and no other amendment, waiver, consent,
request or other modification made or granted by any applicable Transferee
hereunder, shall in any case be effective unless the same shall have been made
or granted by, or approved in writing by, the Administrative Agent, and (ii) no
declaration of the Termination Date in respect of an Originator by such
Originator shall in any case be effective unless notice of such declaration
shall have been received by the Funding Agents.


 


SECTION 8.07.  Restriction on Payments; Setoff.


 


(a)           The obligations of each Originator to make deposits and other payments
contemplated by this Agreement is absolute and unconditional and all payments
to be made by such Originator under or in connection with this Agreement or the
Servicing Agreement, including in their capacities as Servicer Parties under
the Servicing Agreement, shall be made free and clear of, and each Originator
hereby irrevocably and unconditionally waives all rights of, any counterclaim,
setoff, deduction or other analogous rights or defenses, which such Originator
may have against the Parent, the Buyer, the Administrative Agent, the Secured
Parties or otherwise (including any obligation of the Buyer under the
Intercompany Note or in respect of the payment of the Purchase Price for any
Receivable sold hereunder), whether under this Agreement, the Transaction
Documents, applicable Law, in equity or otherwise.


 


(b)           Notwithstanding anything in this Agreement or elsewhere to the contrary,
each Originator acknowledges and agrees to the restrictions on payments set
forth in, and the other terms of, the Intercompany Note and agrees to be bound
thereby.


 


(c)           Each Indemnified Party is hereby authorized (in addition to any other
rights it may have) at any time to setoff, appropriate and apply (without
presentment, demand, protest or other notice which are hereby expressly waived)
any amounts and any other indebtedness held or owing by such Indemnified Party
to, or for the account of, an Originator against the amount of the Transaction
Party Obligations owing by such Originator to such Person.


 


SECTION 8.08.  Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile or by
electronic file in a format that is accessible by the recipient shall be
effective as delivery of a manually executed counterpart of this Agreement


 


33

















 


SECTION 8.09.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


SECTION 8.10.  CONSENT TO JURISDICTION.  (a) EACH PARTY HERETO HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL
COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THE TRANSACTION DOCUMENTS, AND EACH PARTY HERETO HERBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED
BY LAW, IN SUCH FEDERAL COURT.  THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY
DO SO, THE DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(b)           EACH OF THE ORIGINATORS AND THE BUYER CONSENTS TO THE SERVICE OF ANY AND
ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO IT AT ITS ADDRESS SPECIFIED HEREIN. 
NOTHING IN THIS SECTION 8.10 SHALL AFFECT THE RIGHT OF ANY
PARTY TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW.


 


SECTION 8.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.


 


SECTION 8.12.  USA PATRIOT Act.  Buyer hereby notifies each Originator that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) and any similar Law in any
relevant jurisdiction (the “Acts”), each Lender is required to obtain, verify
and record information that identifies the Transaction Parties, which
information includes the name and address of each Transaction Party and other
information that will allow such Lender to identify such Transaction Party in
accordance with the Acts.


 


SECTION 8.13.  Binding Effect; Assignability.  (a) This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns and shall also inure to the benefit of the parties to the
Receivables Loan Agreement and the other Transaction Documents and their
respective successors and assigns.  No
Originator may assign or transfer its rights and obligations hereunder or any
interest therein without the prior written consent of the Buyer and the
Administrative Agent.  Each Originator
acknowledges that the applicable Transferee’s rights under this Agreement and
under each Account Control 


 


34

















 


Agreement may be assigned to
the Buyer, if applicable, and to the Administrative Agent, on behalf of the
Secured Parties, under the Security Documents and consents to such assignments
and to the exercise of those rights directly by the applicable Transferee
and/or the Administrative Agent to the extent permitted under the Security
Documents.


 


(b)           This Agreement shall create and constitute the continuing obligations of
the parties hereto in accordance with its terms, and shall remain in full force
and effect until, with respect to any Originator,  the Originator Payout Date with respect to
such Originator; provided, however, that the rights and remedies with respect
to any breach of any representation and warranty made by any Originator
pursuant to Article III (Representations and
Warranties) it being understood and agreed that any such rights and
remedies shall be no greater than the rights and remedies that existed prior to
termination of this Agreement, and the provisions of Sections 1.03 (Deemed Collections), 8.03 (Costs,
Expenses and Taxes) and 8.09 (Choice of
Law) shall be continuing and shall survive any termination of this
Agreement.


 


SECTION 8.14.  Integration; Survival of Termination;
Severability.  This Agreement and the
other Transaction Documents executed by the parties hereto contain the final
and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof superseding
all prior oral or written understandings. 
Any provisions of this Agreement which are prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.  If any one or
more of the provisions of this Agreement shall for any reason whatsoever be
held invalid, then such provisions shall be deemed severable from the remaining
provisions of this Agreement and shall in no way affect the validity or
enforceability of such other provisions.


 


35

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and delivered by their duly
authorized officers as of the date hereof.


 


	
   

  	
  TRIBUNE COMPANY, as Parent and as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Chandler Bigelow III

  
	
   

  	
   

  	
  Name: Chandler Bigelow III

  
	
   

  	
   

  	
  Title:   Senior
  Vice President/Chief Financial Officer

  



 


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  CHICAGOLAND TELEVISION NEWS, INC.,

  
	
   

  	
   

  	
  TRIBUNE BROADCAST HOLDINGS, INC.,

  
	
   

  	
   

  	
  TRIBUNE INTERACTIVE, INC.,

  
	
   

  	
   

  	
  KWGN INC.,

  
	
   

  	
   

  	
  TRIBUNE TELEVISION HOLDINGS, INC.,

  
	
   

  	
   

  	
  WGN CONTINENTAL BROADCASTING 

  COMPANY,

  
	
   

  	
   

  	
  WPIX, INC.,

  
	
   

  	
   

  	
  TRIBUNE TELEVISION NEW ORLEANS, INC.,

  
	
   

  	
   

  	
  KSWB INC.,

  
	
   

  	
   

  	
  KTLA INC.,

  
	
   

  	
   

  	
  KHCW INC.,

  
	
   

  	
   

  	
  TOWER DISTRIBUTION COMPANY,

  
	
   

  	
   

  	
  TRIBUNE TELEVISION NORTHWEST, INC.,

  
	
   

  	
   

  	
  KPLR, INC.,

  
	
   

  	
   

  	
  TRIBUNE TELEVISION COMPANY,

  
	
   

  	
   

  	
  CHANNEL 40, INC.,

  
	
   

  	
   

  	
  CHANNEL 39, INC.,

  
	
   

  	
   

  	
  LOS ANGELES TIMES COMMUNICATIONS LLC,

  
	
   

  	
   

  	
  WDCW BROADCASTING, INC.,

  
	
   

  	
   

  	
  ORLANDO SENTINEL COMMUNICATIONS 

  COMPANY,

  
	
   

  	
   

  	
  SUN-SENTINEL COMPANY,

  
	
   

  	
   

  	
  GOLD COAST PUBLICATIONS, INC.,

  
	
   

  	
   

  	
  FORUM PUBLISHING GROUP, INC.,

  
	
   

  	
   

  	
  THE DAILY PRESS, INC.,

  
	
   

  	
   

  	
  CHICAGO TRIBUNE COMPANY,

  
	
   

  	
   

  	
  THE BALTIMORE SUN COMPANY,

  
	
   

  	
   

  	
  THE HARTFORD COURANT COMPANY,
  and

  
	
   

  	
   

  	
  THE MORNING CALL, INC., as

  
	
   

  	
   

  	
  Sub-Originators

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/  Jack
  Rodden

  
	
   

  	
   

  	
   

  	
  Name: Jack Rodden

  
	
   

  	
   

  	
   

  	
  Title:   Assistant
  Treasuer

  
	
   

  	
   

  	
   

  	
  Authorized Signer

  



 


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  TRIBUNE RECEIVABLES, LLC, as Buyer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/  Brian F. Litman

  
	
   

  	
   

  	
   

  	
  Name: Brian F. Litman

  
	
   

  	
   

  	
   

  	
  Title:   Assistant
  Treasurer

  



 


Signature Page 3


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Receivables Purchase
Agreement